Filed by SpectraSite, Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: SpectraSite, Inc.
Commission File No. 001-31769
This filing relates to a planned business combination between American Tower
Corporation ("ATC") and SpectraSite, Inc. (the "Company") pursuant to the terms
of an Agreement and Plan of Merger, dated as of May 3, 2005 (the "Merger
Agreement"), by and among ATC, Asteroid Merger Sub, LLC and the Company. The
Merger Agreement was filed with the Securities and Exchange Commission as an
exhibit to the Current Report on Form 8-K filed by the Company on May 5, 2005.
On July 28, 2005, the Company issued a press release which contained the
following information about nominees to ATC's board of directors pursuant to the
Merger Agreement:
Pursuant to SpectraSite's May 3, 2005, merger agreement with American Tower
Corporation, American Tower Corporation has agreed to expand the size of its
board of directors from six to ten members and appoint four new board members
from the SpectraSite board of directors, effective at the closing of the merger.
The nominating and corporate governance committees of each company unanimously
recommended that each of Stephen H. Clark, Paul Albert, Jr., Dean Douglas and
Samme Thompson be appointed to American Tower Corporation's board at the
closing. In the joint proxy statement/prospectus mailed to stockholders in
connection with the merger, the companies had previously identified Timothy G.
Biltz as an anticipated director nominee. Mr. Biltz has indicated to the
companies that, due to personal reasons, he has declined to be nominated as a
director.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Statements in this announcement regarding the proposed merger between American
Tower and SpectraSite, the expected timing of related transactions and the
expected timetable for completing the merger constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based upon the current beliefs and expectations of
American Tower's and SpectraSite's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. Any statements that are not statements of historical
fact (including statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates" and similar expressions) should also be
considered to be forward-looking statements. There are a number of important
factors that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the ability to
obtain governmental approvals of the transaction on the proposed terms and
schedule; the failure of American Tower and SpectraSite stockholders to approve
the transaction; and the ability of American Tower to successfully integrate
SpectraSite's operations and employees. Additional factors that may affect
future results are contained in American Tower's and SpectraSite's filings with
the Securities and Exchange Commission ("SEC"), including each company's Annual
Report on Form 10-K for the year ended December 31, 2004, which are available at
the SEC's website http://www.sec.gov. The information set forth herein speaks
only as of the date hereof, and American Tower and SpectraSite disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this announcement.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, on June 15, 2005, American Tower
filed with the SEC its Registration Statement on Form S-4 containing a Joint
Proxy Statement/Prospectus, which was declared effective on June 16, 2005.
INVESTORS AND SECURITY HOLDERS OF AMERICAN TOWER AND SPECTRASITE ARE URGED TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT IS PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
AMERICAN TOWER, SPECTRASITE, THE PROPOSED TRANSACTION AND RELATED MATTERS.
The final Joint Proxy Statement/Prospectus will be mailed to stockholders of
American Tower and SpectraSite. Investors and security holders of American Tower
and SpectraSite may obtain copies of the Registration Statement and the Joint
Proxy Statement/Prospectus, as well as other filings with the SEC that will be
incorporated by reference into such documents, containing information about
American Tower and SpectraSite, without charge, at the SEC's website
http://www.sec.gov. Complimentary copies of these documents may also be obtained
from American Tower by directing a request to American Tower Corporation,
Investor Relations, 116 Huntington Ave, Boston, MA 02116 or from SpectraSite by
directing a request to SpectraSite at SpectraSite, Inc., 400 Regency Forest
Drive, Cary, NC 27511, Attention: Secretary.
PARTICIPANTS IN SOLICITATION
American Tower, SpectraSite and their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from American Tower and SpectraSite
stockholders in respect of the proposed transaction. Information regarding
American Tower's participants is available in American Tower's Annual Report on
Form 10-K for the year ended December 31, 2004, and the proxy statement, dated
April 27, 2005, for its 2005 annual meeting of stockholders, which are filed
with the SEC. Information regarding SpectraSite's participants is available in
SpectraSite's Annual Report on Form 10-K for the year ended December 31, 2004
and the proxy statement, dated March 31, 2005, for its 2005 annual meeting of
stockholders, which are filed with the SEC. Additional information regarding the
interests of such participants is included in the Registration Statement
containing the Joint Proxy Statement/Prospectus filed with the SEC.